Gregory Washington
About Gregory Washington
Independent director, age 59, serving on S&P Global’s Board since 2021. He is President of George Mason University and holds BS, MS, and PhD degrees in mechanical engineering from North Carolina State University, with a career spanning academic leadership and engineering research. At SPGI, he serves on the Audit Committee and the Compensation and Leadership Development Committee; he is considered independent under NYSE rules. He has no other current public-company directorships at SPGI.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Irvine (UCI) | Dean, Henry Samueli School of Engineering | Not disclosed | Led engineering programs and research initiatives |
| Ohio State University | Interim Dean, College of Engineering; Associate Dean for Research; Professor, Mechanical & Aerospace Engineering | 1995–2011 (roles progressed; dates partially disclosed) | Led Institute for Energy and the Environment; advanced sponsored research |
| Research Sponsors (NSF, NASA, GM, AFRL, U.S. Army Research Office) | Principal Investigator/Researcher | Not disclosed | Conducted funded research in aerospace/mechanical systems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| George Mason University | President | Current | Leads Virginia’s largest public research university |
| WGL (utility) | Board Member | Current | Board service at one of the oldest U.S. utilities |
| Internet2 (nonprofit) | Board of Trustees Member | Current | Governance of cloud and research support services |
| U.S. Air Force Scientific Advisory Board | Member (prior) | Not disclosed | Technical advisory contributions |
| NSF Engineering Advisory Committee | Member (prior) | Not disclosed | Advises on engineering research priorities |
| Institute for Defense Analyses; Octane Board of Directors | Member (prior) | Not disclosed | Technical and innovation ecosystem roles |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Leadership Development Committee member (not a chair). Audit Committee identifies “financial experts” with an “E” designation; Washington is a member but not designated as a financial expert.
- Independence: Board determined all director nominees other than the CEO are independent; Washington is independent.
- Attendance: In 2024, no director attended fewer than 75% of aggregate Board and committee meetings; the Board met 10 times. All directors attended the 2024 Annual Meeting. Executive sessions of independent directors held at least 10 times in 2024.
- Governance practices: Robust stock ownership requirements, prohibition on hedging and pledging, clawback policies for executives, and annual evaluations of Board/Committee effectiveness.
- Indemnification and D&O insurance: Directors have indemnification agreements; D&O program for May 15, 2024–May 15, 2025 had ~$3.8M premium across a consortium of carriers.
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer | $100,000 |
| Committee member retainer | Audit Committee member | $18,000 |
| Committee member retainer | Compensation Committee member | $12,000 |
| Meeting fees | Board/Committee fees | None |
| Cash total (2024) | Retainer + committee retainers | $130,000 |
| All other compensation | Life insurance premium + charitable matching (company programs) | $50,060 |
| 2024 total director compensation | Cash + equity + other | $405,060 |
Notes:
- Washington voluntarily elected to defer all 2025 cash payments under the Director Deferred Compensation Plan; deferred cash accrues interest at 120% of the applicable Federal Long-Term Rate.
Performance Compensation
| Equity/Performance Element | Grant mechanics | 2024 value | Vesting/Delivery |
|---|---|---|---|
| Annual deferred share credit | $225,000 credited as deferred shares under Director Deferred Stock Ownership Plan | $225,000 | Shares delivered only after Board service ends (lump sum or up to 5 annual installments) |
| Performance metrics tied to director pay | None disclosed (director pay is retainer + deferred shares; no performance hurdles) | N/A | N/A |
Additional equity crediting detail: 2024 deferred share credit was 454.09 shares based on $495.50 closing price on Jan 2, 2025 (applies to non-employee directors).
Other Directorships & Interlocks
| Company | Listed Public Company? | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | SPGI biography indicates no other current listed-company directorships. |
- Compensation committee interlocks: None; no SPGI executive officers serve on boards/committees of companies with reciprocal executive participation at SPGI.
Expertise & Qualifications
- Technical expertise: Mechanical engineering; prior research with NSF/NASA/defense; academic leadership in engineering and energy/environment.
- Industry exposure: Utilities (WGL board), higher education technology (Internet2), defense/engineering ecosystems.
- Qualifications relevant to SPGI: Technology and research background; experience overseeing complex organizations and risk in academic/engineering settings; contributes to Audit/Compensation oversight.
Equity Ownership
| Date | Common shares beneficially owned | Director deferred stock awards (units) | Pledged shares | Compliance with ownership guidelines |
|---|---|---|---|---|
| Dec 31, 2024 | Not disclosed | 1,100 | Prohibited; none | Directors must reach 5x cash retainer within 5 years; policy in place |
| Mar 6, 2025 | 0 (no sole/shared voting power reported) | 1,566 | None allowed; no pledging by any directors | As of Mar 6, 2025, all directors were in compliance |
Ownership policy features:
- Directors must hold all equity compensation as deferred share credits during tenure; delivery begins only after service ends.
- Anti-hedging and anti-pledging policy applies to directors without exception.
Governance Assessment
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Strengths: Clear independence; active committee service (Audit and Compensation) with robust governance practices (stock ownership, no hedging/pledging); strong attendance; no material related-party transactions involving Washington; no committee interlocks. These factors support board effectiveness and investor confidence.
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Alignment: Equity delivered as deferred shares and stringent holding requirements create long-term alignment; Washington’s 2024 compensation mix is weighted to equity ($225k deferred shares vs $130k cash).
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Potential conflicts/red flags: None disclosed specific to Washington; Company reports no material related-party transactions in 2024/2025 and prohibits hedging/pledging. Washington has no other current public-company directorships. He is not designated as an Audit Committee “financial expert,” which slightly reduces financial reporting depth within his committee profile, but the committee has multiple financial experts and an experienced chair. Overall risk is low.
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Engagement signals: Board held 10 meetings; independent directors met in executive session at least 10 times; all directors attended 2024 Annual Meeting—indicates active oversight and engagement.